Corporations Act. Australia
that the report is a concise report and that the full financial report and auditor’s report will be sent to the member free of charge if the member asks for them.
(3) If the accounting standards made for the purposes of paragraph (2)(a) require a discussion and analysis to be included in a concise financial report:
(a) the auditor must report on whether the discussion and analysis complies with the requirements that the accounting standards lay down for the discussion and analysis; and
(b) the auditor does not otherwise need to audit the statements made in the discussion and analysis.
315 Deadline for reporting to members
Public companies and disclosing entities that are not registered schemes
(1) A public company, or a disclosing entity that is not a registered scheme, must report to members under section 314 by the earlier of:
(a) 21 days before the next AGM after the end of the financial year; or
(b) 4 months after the end of the financial year.
Note: For the deadline for holding an AGM, see section 250N.
Small proprietary companies (shareholder direction under section 293)
(2) If a shareholder direction is given to a small proprietary company under section 293 after the end of the financial year, the company must report to members under section 314 by the later of:
(a) 2 months after the date on which the direction is given; and
(b) 4 months after the end of the financial year.
Registered schemes
(3) A registered scheme must report to members under section 314 within 3 months after the end of the financial year.
Other proprietary companies
(4) A proprietary company that is not covered by subsection (1) or (2) must report to members under section 314 within 4 months after the end of the financial year.
(5) For the purposes of this section, a company, registered scheme or disclosing entity that reports in accordance with subsection 314(1AA) is taken to report at the time that the company, scheme or entity has fully complied with the requirements of that subsection.
316 Member’s choices for annual financial information
(1) A member may request the company, registered scheme or disclosing entity:
(a) not to send them the material required by section 314; or
(b) to send them a full financial report and the directors’ report and auditor’s report.
A request may be a standing request or for a particular financial year. The member is not entitled to a report for a financial year earlier than the one before the financial year in which the request is made.
(2) The time for complying with a request under paragraph (1)(b) is:
(a) 7 days after the request is received; or
(b) the deadline for reporting under section 315;
whichever is later.
(3) A full financial report, directors’ report and auditor’s report are to be sent free of charge unless the member has already received a copy of them free of charge.
(4) An offence based on subsection (2) or (3) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(5) This section does not apply in relation to a company limited by guarantee.
316A Annual financial reporting to members of companies limited by guarantee
(1) A member of a company limited by guarantee may, by notice in writing to the company, elect to receive a hard copy or an electronic copy of the following reports:
(a) the financial reports;
(b) the directors’ reports;
(c) the auditor’s reports.
(2) If a member makes an election in a financial year, the election:
(a) is made by the member for that financial year; and
(b) is a standing election made by the member for each later financial year until the member changes the election.
(3) If the company prepares a financial report or a directors’ report for a financial year, or obtains an auditor’s report on the financial report, the company must send a copy of the report, free of charge, to each member who has made an election for that financial year, in accordance with the election, by the earlier of:
(a) 21 days before the next AGM after the end of the financial year; and
(b) 4 months after the end of the financial year.
Note: For the deadline for holding an AGM, see section 250N.
(4) If a member direction is given to a small company limited by guarantee under section 294A after the end of a financial year, subsection (3) does not apply and the company must send a copy of the reports that the company prepares or obtains as a result of the direction to each member who has made an election for that financial year, in accordance with the election, by the later of:
(a) 2 months after the date on which the direction was given; and
(b) 4 months after the end of the financial year.
(5) An offence based on subsection (3) or (4) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
317 Consideration of reports at AGM
(1) The directors of a public company that is required to hold an AGM must lay before the AGM:
(a) the financial report; and
(b) the directors’ report; and
(c) the auditor’s report;
for the last financial year that ended before the AGM.
Note 1: If the company’s first AGM is held before the end of its first financial year, there will be no reports to lay before the meeting.
Note 2: A public company that has only 1 member is not required to hold an AGM (see section 250N).
Note 3: Section 250RA imposes on the auditor of a listed public company an obligation to attend or be represented at the AGM.
(1A) Subsection (1) does not apply to a small company limited by guarantee in relation to a report if the company is not required under a member direction made under section 294A or an ASIC direction made under section 294B to prepare or obtain the report.
(2) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
318 Additional reporting by debenture issuers
(1) A company or disclosing entity that was a borrower in relation to debentures at the end of a financial year must give a copy of the annual financial report, directors’ report and auditor’s report to the trustee for debenture holders by the deadline for the financial year set by section 315.
(2) A debenture holder may ask the company or disclosing entity that issued the debenture for copies of:
(a) the last reports provided to members under section 314; or
(b) the full financial report and the directors’ report and auditor’s report for the last financial year.
(3) The company or entity must give the debenture